STOCK OPTION REPRICING
AGREEMENT
This
Stock Option Repricing Agreement (the “Agreement”) is
entered into as of August 25, 2008 by and between Peter V.
Sperling (“Sperling”), on the one hand, and Apollo
Group, Inc. (“Apollo”), on the other hand
(collectively, the “Parties”).
WHEREAS, on or about September 21, 2001, Apollo granted
to Sperling Apollo Stock Option No. 1727, an option to
purchase 37,500 shares of Apollo Class A common stock with an
exercise price of $23.33 (the “Option”);
WHEREAS, as of the date of this Agreement, the Option is
fully vested and has not been cancelled or exercised;
WHEREAS , Sperling is one of the defendants in the following
derivative lawsuits filed on behalf of Apollo: Alaska Electrical
Pension Fund v. Sperling, et al , No. CV06-02124-PHX-ROS,
pending in the United States District Court for the District of
Arizona; and Larry Barnett v. John Blair, et al. , Case
No. CV2006-0521558, pending in the Superior Court for the
State of Arizona in and for the County of Maricopa (together, the
“Actions”);
WHEREAS , the parties to the Actions have agreed to settle
the Federal Action and the State Action Stock Option Claims through
the Stipulation of Settlement dated April 7, 2008, the terms
and definitions of which are explicitly incorporated herein;
and
WHEREAS , in accordance with paragraph 2.1 of the
Stipulation of Settlement, and solely in order to facilitate the
settlement of the Federal Action and the State Action Stock Option
Claims, the Parties have agree to reprice the Options as
follows:
NOW, THEREFORE, in consideration of the foregoing recitals,
the terms and conditions set forth herein and for other valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged,
|
